Jonathan Huberman - Aug 26, 2022 Form 4 Insider Report for Software Acquisition Group Inc. III (NOGN)

Role: Co-CEO & President, Director
Signature: /s/ Michael Bassiri, Attorney-in-fact
Stock symbol: NOGN
Transactions as of: Aug 26, 2022
Transactions value $: $10,482,754
Form type: 4
Date filed: 8/30/2022, 04:53 PM
Previous filing: Jan 4, 2022
Next filing: Nov 21, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	NOGN	Common Stock	Award		+23.5K			23.5K	Aug 26, 2022	Direct	F1
transaction	NOGN	Common Stock	Conversion of derivative security		+5.7M			5.7M	Aug 26, 2022	See footnote	F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	NOGN	7.00% Senior Convertible Notes	Purchase	$500K				$500K	Aug 26, 2022	Common Stock	43.5K	$11.50	Direct	F3, F4, F5
transaction	NOGN	PIPE Warrant	Purchase		+10.7K			10.7K	Aug 26, 2022	Common Stock	10.7K	$11.50	Direct	F5
transaction	NOGN	Private Placement Warrant	Purchase	$9.98M	+9.98M		$1.00	9.98M	Aug 26, 2022	Common Stock	9.98M	$11.50	See footnote	F2
transaction	NOGN	Class B Common Stock	Conversion of derivative security	$0	-5.7M	-100%	$0.00^*	0	Aug 26, 2022	Common Stock	5.7M		See footnote	F2, F6

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Pursuant to the business combination (the "Business Combination") of Software Acquisition Group Inc. III and Branded Online, Inc. (d/b/a Nogin) ("Legacy Nogin"), as contemplated by an agreement and plan of merger, dated as of February 14, 2022 and as amended on April 20, 2022 and August 26, 2022 (as amended, the "Merger Agreement"), each share of common stock and preferred stock of Legacy Nogin, in each case outstanding immediately prior to the effective time of the business combination, was cancelled and converted into the right to receive shares of the Issuer's Common Stock and, at each Legacy Nogin stockholder's election, cash consideration.
F2	Reflects securities held of record by Software Acquisition Holdings III LLC (the "Sponsor"). The reporting person is the managing member of the Sponsor, and as a result, may be deemed to share beneficial ownership of the securities held by the Sponsor. The reporting person disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein.
F3	The conversion rate for the 7.00% Senior Convertible Notes (the "Notes") is initially 86.9565 shares of the Issuer's Common Stock per $1,000 principal amount of Notes (equivalent to an initial conversion price of approximately $11.50 per share of Common Stock). The conversion rate is subject to adjustment in some events but will not be adjusted for any accrued and unpaid interest.
F4	Holders may convert the Notes at any time until the close of business on August 28, 2026.
F5	The reporting person executed a subscription agreement, dated April 19, 2022 (the "PIPE Subscription Agreement"), for $0.5 million aggregate principal amount of the Notes. Pursuant to the PIPE Subscription Agreement, the reporting person also received a pro rata portion of warrants for no additional consideration.
F6	Each share of Class B Common Stock automatically converted into one share of Common Stock of the Issuer at consummaion of the Business Combination.